NCLT approves settlement under Companies Act 2013, dismissal of appeal for fair Debt Due calculation

The NCLT had jurisdiction to approve the settlement between parties under the Companies Act, 2013. The calculation of the "Debt Due" and "Full and Final Settlement amount" was deemed fair and reasonable based on MoRTH Guidelines, approved by relevant authorities. The appeal challenging the approval and calculation was dismissed for lack of merit.

---

---

Issues Involved:
1. Jurisdiction and approval of the "Settlement Agreement" by NCLT.
2. Correctness of the calculation of "Debt Due" and "Full and Final Settlement amount" and the applicability of estoppel.

Summary of Judgment:

Issue 1: Jurisdiction and Approval of the "Settlement Agreement" by NCLT
The Appellants argued that the NCLT's approval of the settlement between KNCEL and NHAI was beyond its jurisdiction and done without hearing the senior creditors. The NCLT, however, has broader powers under sections 241-242 of the Companies Act, 2013, which allow it to pass orders for resolution akin to a moratorium under section 14 of the IBC. The NCLT's order was in line with the Resolution Framework for IL&FS and its group companies, approved by NCLAT and further validated by CCIE-II and Hon'ble Justice D.K. Jain. The settlement was reached under the MoRTH Guidelines, which provide for a mutually agreed Supplementary Settlement Agreement between the Concessionaire and the Concessioning Party.

Issue 2: Calculation of "Debt Due" and "Full and Final Settlement Amount"
The Appellants contended that the "Debt Due" should be calculated as per the Concession Agreement, which they claimed amounted to Rs.1025.56 crores. However, the settlement amount of Rs.672.62 crores was calculated based on the MoRTH Guidelines, which stipulate the lower of the value of work done or 90% of the debt due. The calculation was approved by CCIE-II and Hon'ble Justice D.K. Jain, taking into account the interests of all stakeholders. The NCLT found the settlement fair, transparent, and reasonable. The Appellants' acceptance of the distributed settlement amount invoked the principle of estoppel, preventing them from contesting the settlement post-acceptance.

Conclusion:
The NCLT was within its jurisdiction to approve the settlement, and the calculation of the "Debt Due" and "Full and Final Settlement amount" was correctly done as per the MoRTH Guidelines and the approved Resolution Framework. The appeal was dismissed as devoid of merit.

---